1. Represents a grant of 180,000 restricted ordinary shares with restrictions lapsing and shares vesting over a period of approximately three years, subject to continued service through each vesting date, with (x) 60,000 shares vesting on April 20, 2021 and (y) the remainder vesting in equal semi-annual installments of 30,000 shares on each of April 20 and October 20 of each year through the final vesting date.

9. These securities are held through trusts for the benefit of Mr. Shah and his family. Includes 26,538 Ordinary Shares which may be issued to a trust for the benefit of Mr. Shah and his family in connection with the acquisition by the SMART Global Holdings, Inc. (the "Issuer") of Inforce Computing, Inc. ("Inforce Computing") on July 9, 2019, as previously disclosed. Such shares may be issued on the date that is one year following the closing of the acquisition and were retained by the Issuer as security for post-closing purchase price adjustments and the indemnification obligations of certain shareholders of Inforce Computing under the merger agreement.

10. Mr. Shah serves as Chairman of the Board, President and Chief Executive Officer of the Issuer, and as a director of SL Sumeru Offshore Ltd. and/or Silver Lake (Offshore) AIV GP III, Ltd. and may be deemed to beneficially own any securities beneficially owned by SL Sumeru Offshore Ltd. and/or Silver Lake (Offshore) AIV GP III, Ltd. but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

11. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, that Mr. Shah is the beneficial owner of any equity securities in excess of his pecuniary interest, and Mr. Shah disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.

Remarks:

/s/ Ajay Shah

05/19/2020

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).